Future Imperfect
by DJ Sparkles
Summary: What if Zod's tower HAD been built and the events in Pandora didn't end so happily? Zod has power, but the Resistance is in full swing... set before Lois went to the future and goes AU from there. Rated M for violence, probably sex later... WIP. ON HOLD INDEFINITELY.
1. Chapter 1

**DISCLAIMER**: I do not own any of the characters you might recognize in this fic. DC Comics, Warner Brothers, the CW, and a lot more people than I can possibly name here do and I am making no gains from this. I'm just borrowing them and I'll put them back when I'm finished, maybe a little the worse for wear, but I'll give them back. Please don't sue me.

**Author's Note:** AU Warning! This is set right after Pandora, time wise. In the future, after Zod's tower is built. So yes, it's AU, and if you don't like AU, give this one a pass, please. Flames will be ignored.

**Author's Note #2:** My beloved AJ was helping me to RP this out, and helped me a great deal before her passing in March. She was the driving force behind the bunny and my sounding board, my research partner, and so much more. This fic is therefore dedicated to her memory. I will always love you and miss you. Rest in peace, my darling.

Beta Thanks go to Ithil-valon as always. You keep me honest, sweetheart. Love ya.

Part One

Ellie Logan waited. She waited with her hands bound and a bruise puffing her lower lip, but she waited. It had taken all of her willpower to keep from fighting back against the Kandorians guarding her, who had escorted her from the restricted Zone to this lavishly appointed apartment.

She was terrified and only her willpower kept her from slugging them and trying to take the high road out. But she had to do this, there was no other way. She had to see this through or more people would die. So she waited, certain now that she'd walked willingly to her death and unable to take the one step that would set her free. She had to do this.

She glared at one guard, then the other, and then turned her eyes forward again, taking in the sheer decadence of the place. Zod did love his little pleasures, it seemed. The apartment was lavish by any definition and she could almost smell the food cooking in the kitchen, which of course made her mouth water. She'd been on short rations for a long time.

Footsteps behind her caught her attention and she felt the blood drain from her face, but she said nothing. This was his turf, he'd call the shots, and hopefully he'd be interested in what she had to offer.

One of the guards hauled her forward unceremoniously as the other explained that she'd been apprehended inside the restricted Zone. Zod nodded at the information and regarded her steadily for a moment.

"Another spy?" he remarked idly as he stalked around her, his gaze calculating. "Or perhaps something different this time. An assassin, perhaps?" He felt no Kryptonite resonation from her, however. "Humans aren't permitted in the Zone, girl. Why were you there?"

Ellie took a deep breath. "t I have information that should be of interest to you, and I'm willing to share. Conditionally." She fell silent, certain now that he'd just kill her and be done with it. He was certainly cutting up stiff and trying to intimidate her. And it was working. But all the evidence they'd collected, and all the information Clark had given them, said that Zod was fairly honorable. He was hard, yes, he had no use for most humans, yes, but he would deal fairly with them if he gave his word. He would do anything to protect his people, and she had information that would help him do that.

Zod kept his face impassive as he watched her closely and then rubbed his chin lightly in thought. "And what would those conditions be?" He knew he had to keep close control of the humans. They were rebellious by nature and needed a firm hand. However, too firm a grip would simply fan the flames of rebellion.

"Better treatment for the humans who are left. That includes better housing and a decent share of the food." Ellie kept the quaver from her voice, but only just. She was terrified. If he wasn't the honorable man she'd been told, he'd just torture her and get the information anyway. "A clothing allowance, too. It's going to get cold soon and if they don't have decent clothes, they'll die. Then you'll lose your workforce." She had to swallow hard to continue, and suddenly she stiffened and met his gaze directly. "In return, I'll give you the location of the resistance headquarters. There's a meeting tonight at midnight so you'd net the ringleaders." She wasn't sure she could finish. Her terror was huge within her, trampling everything in its path. "But there's one thing. If I give you that information, I can't go back. They'd kill me on sight, whether they were resistance or not. I want your protection in return for the information. Those are the conditions." Her legs were shaking and she was sure her pulse was pounding loud enough for him to hear.

Zod regarded her as if were a flea. "This will depend on your information. If it is good enough I will allow your requests." One nod from his direction finally sent the guards away as he considered her words. He knew that he would need to take better care of his labor force unless he wanted his own people to work. "Where is this resistance headquarters?"

"No." One word, but it allowed Ellie to find her courage. "You give me your word that you'll honor my requests and I'll tell you, not before." But she wasn't sure she'd be alive to tell him. He didn't seem to be concerned at all with her existence, he just wanted the information. "But I will tell you that Clark Kent will be at that meeting. You can't afford to lose him." She thought for a moment she'd gone too far. The expression on his face had turned murderous, but she was in too deep to back down. "This is your one chance to destroy the resistance. All I'm asking is what's decent and right for my people. We're not animals. We're people and we deserve to be treated like people. If we're treated well, we'll work harder and be more productive. It's your choice."

She had to lock her knees in place to keep from cringing backward as Zod stepped closer suddenly and raised a hand to her cheek. He ran one fingertip along the line of her cheekbone as his face softened once more. "Very noble, very honorable to come here with such demands," he murmured as he stepped around her again. "It shows a true desire to help your people. A worthy attempt." He leaned in and whispered in her ear. "But why give my word when you haven't proven yourself to me?"

Ellie couldn't conceal the shiver. He was a handsome man, a powerful man, and besides that, he held her life in his hands and he knew it. Her hands were still shackled and she was more afraid now than she had been to start with. Terror? That had been the merest tip of the iceberg, she was discovering. She didn't want to faint and she was afraid she would. "What - what do you want me to do?" she murmured. She couldn't get any volume out of her voice at all.

He watched her closely as he considered his options. He had the feeling she knew something that would help him stop many of his problems. "For your information, _if_ it is worth something to me, I will do as you request. I will keep my word _if_ you keep yours and provide me information that will help me help _my_ people."

"Deal." But her voice was still soft and Ellie couldn't understand why. "If you've got a map I'll show you where they're meeting." She looked down, unable to meet his eyes through the tears welling in hers. She fought them back and then looked back up. "Would you at least take these off?" she asked as she raised her hands. "They're not real comfortable." And it would help her to understand that she was doing this of her own free will. She wanted no illusions to hold onto about it. She was a betrayer.

Zod merely removed the restraints in silence and gestured for her to accompany him to his study. A map of the area covered one wall. "Show me. I won't harm you unless you betray me." His voice was soft, persuasive.

Ellie didn't pause. She got her orientation on the map - damn those alien characters anyway - and pointed to a spot not far from town. "They'll meet there, about midnight. They've got some way to stay off the sensors, but I don't know what it is." Betrayal, she thought, but it was necessary. "Most of them come from what used to be the Kent farm. Clark will be there, and Watchtower and Green Arrow. I don't know about anyone else. But I know they're the ones who're running most of the resistance." His touch had messed with her head. Gentle, almost a caress, and his voice, well, she wasn't going to even think about that if she could avoid it. "And my name is Ellie."

Zod arched an eyebrow and again was silent, watching her, assessing her sincerity. Finally he motioned to one of the guards outside the room. "Go deal with them. I want their heads." One hand suddenly snaked upward and twined into her hair, holding her tightly. "This was either very brave or very foolish of you."

Ellie tried to shake her head but his grip was too tight, almost painful. "It wasn't brave at all," she replied with a wince of pain. "You want the truth? I'm so terrified right now that I'm barely staying on my feet. I'm surprised you can't hear my knees knocking." She took in his expression and elaborated quickly. "If I'm wrong, you'll kill me. If I'm right, the humans will. It's a no win situation with me dead either way." But his hand had relaxed somewhat at her confession and she wanted to believe she'd be all right. Even if he killed her now, she had accomplished what she had set out to do. She had set things in motion.

Zod removed his hand completely and gestured toward an open doorway. "Perhaps you should bathe." She had come from the camps, and as such she was filthy. "Go clean yourself thoroughly and once my men return with their heads, we will discuss your future."

Ellie nodded and stepped into the bathroom, not closing the door all the way so he'd be able to hear her. She had no illusions. It might appear that she had some freedom, but she knew better. She was a prisoner, at least until her information was confirmed. But as she lowered herself into the steaming water, she began to relax a bit. Whatever happened, was what had to happen. She let her head fall back against the rim of the tub and closed her eyes. She had nothing to put on when she got clean, but she didn't care. She was going to be clean for the first time in a long time.

Zod was considering the map and contemplating what had brought the woman to him when his soldiers returned, a short time later. He didn't turn to take their reports. They knew what to do.

Marel entered the General's study and went to one knee, as was proper. "They were there, just like she said," she reported tersely. "Kal El escaped, but the other two are dead, as you ordered." She gestured for the others to bring the blood-soaked bags in. "Two blonde heads, as you required. Green Arrow and the one they call Watchtower." The heads were placed on the table for him to survey.

Zod looked at both with a grim satisfaction. "It is unlikely Kal El will have the strength to rebuild. We should be able to destroy any further resistance without much fuss." He looked at both closely. "I think this will make it easier for us to show how seriously we will react to a threat." He stood up. "I have a new toy to play with. Take those and stick them on the pikes around the gate. I want them in full view, to remind these humans who their masters are."

Marel nodded, rose, and went to carry out the General's orders.

Ellie heard the voices outside her door and sighed heavily. It was done; there was no going back. Now she just hoped she had a safe place here, or that he'd kill her quickly. Most likely a quick death, but she couldn't be quite sure. He hadn't exactly reacted the way she'd expected from the information she'd had. Close; but not spot on. And she couldn't make out the words being spoken, either. They were talking too quietly for her to hear well enough, although the fact that Zod wasn't pitching a royal bitch argued that the raid had been successful. Hopefully the moisture on her face would be mistaken for water from the bath and not her tears. No one should have had to die, and Clark had been her friend.

Zod rose and went to the partly opened door, nudging it the rest of the way open and lounging against the frame. He was somewhat surprised that she wasn't behind it listening. But her tears were obvious to him and he reconsidered his intended brusque tone. "It is done," he said evenly as he rested a hip on the side of the tub. "Your people will be given the things you requested. You, however, are to remain either here in my study or the main room unless I inform you otherwise. Is that understood?"

Ellie nodded. She'd done what she set out to do, which was to help her people. She had set things in motion, and she had expected to remain as one of Zod's people, under his protection. It didn't matter that she had betrayed all she held dear. It was done and couldn't be undone. She took a deep steadying breath. "Is there something I could put on?" she asked quietly. "Those rags I was wearing are filthy." She'd say no more about the treachery she'd committed.

Zod stood and offered her his hand to help her from the tub. Once she was wrapped in a towel, he motioned to the chest of drawers in the far corner. "There should be something in there you can wear. Once you are dressed come to the main room and we will discuss what your role in my household will be." He turned to go. "Be aware that one did escape."

Ellie went very, very still with her hands on the drawer. "Oh?" Had Clark escaped? This whole thing had been his idea, and she hadn't understood it. If he had somehow escaped the Kandorians, maybe he could still win this. Or maybe one of the others. She didn't know. And she didn't want to be wrong and end up dead. "I shouldn't be afraid. You said you'd protect me. So why does the thought of an escapee frighten me?" She finally was able to get a decent shirt and some slacks from the bureau and slid them on. "Whoever it is will want my head on a plate."

Zod nodded at her. He was gauging her reactions carefully; more than one human had attempted to insert themselves into his household as a spy. She, however, didn't seem to fit that mold. She seemed honestly more frightened of Kal El's escape than of himself, and that needed to be explored more fully. "There is food available if you are hungry."

Ellie tried not to drool. It had been a long time since she'd had anything decent to eat and she was more than hungry. "Thank you," she said quietly. She wasn't fooled, though. He'd demand some sort of payment for his protection, whether she had already helped him or not. But the thought couldn't compete for long against the sight and scent of the food laid out on the table. She had to stop herself from just launching at it and digging in. It had been a long time.

He watched her closely again, noting the minute tremble that spoke of a struggle for control. "Have you had much to eat?" He had seen the water after she had cleaned up and noticed she was a thin as a tooth pick. Perhaps rations should be increased slightly. She seemed on the edge of starvation.

"Not much, no." Ellie bit her words back before the rest could get out, how she'd often gone hungry so the children could eat. She was careful to eat slowly, so her stomach wouldn't rebel. The food was good, too good after a long deprivation, and she didn't want to get sick. "Just the rations we got at the farm."

He nodded as he moved forward to pour himself a drink. "Will you be strong enough to honor our bargain?" He sat down in an easy chair and watched her as he sipped at his drink. She had courage to spare, coming into the restricted Zone alone and then facing him with such composure. That she had forced down her fear enough to confront him spoke volumes of her strength of will. He respected such bravery. If she could follow his orders, if she _would_ follow them - she would be an asset.

"I gave you my word, and I'll honor it," Ellie replied evenly. She pushed her plate away, not full, but she knew she'd best not eat more right now. It had been a long time since she'd had more than a mouthful. "I won't go back on my word, not ever." She raised her eyes to his, trying to conceal the fear in them. She knew what he'd ask, or she thought she did, and she wasn't quite sure she'd be able to live up to it. She was only human, after all...

_**TBC…**_


	2. Chapter 2

**DISCLAIMER**: I do not own any of the characters you might recognize in this fic. DC Comics, Warner Brothers, the CW, and a lot more people than I can possibly name here do and I am making no gains from this. I'm just borrowing them and I'll put them back when I'm finished, maybe a little the worse for wear, but I'll give them back. Please don't sue me.

**Author's Note:** AU Warning! This is set right after Pandora, time wise. In the future, after Zod's tower is built. So yes, it's AU, and if you don't like AU, give this one a pass, please. Flames will be ignored.

**Author's Note #2:** My beloved AJ was helping me to RP this out, and helped me a great deal before her passing in March 2010. She was the driving force behind the bunny and my sounding board, my research partner, and so much more. This fic is therefore dedicated to her memory. I will always love you and miss you. Rest in peace, my darling.

Beta Thanks go to Ithil-valon as always. You keep me honest, sweetheart. Love ya.

Part Two

Zod regarded her intensely for a moment and Ellie fought to keep her composure, to not drop her eyes from his. _Clark is alive,_ she thought frantically, _Clark is alive, this can still work, Clark is alive. _But her racing pulse wasn't at all attributable to that thought. It had nothing to do with Clark Kent and everything to do with the man sitting opposite her, watching her so closely, with so much hidden in those stormy blue eyes. And she couldn't find her voice to save her life.

Zod finally stood and gestured her forward. "Walk with me," he commanded as he turned away. If she was an assassin, she had a clear shot at his back, but he didn't think so. She seemed driven by one purpose, and that was to help her people. Much the same as himself, and the thought gave him pause.

He walked beside her in silence, testing her restraint. Not once had she pleaded with him, not really, and it raised her in his estimation. She had come to him terrified, but controlling it under her sense of purpose. That made her a woman of formidable strength, especially for a human. Perhaps she could be used for his own purposes.

They went to the rear of the house, outside into what there was of a garden. Not many plants were growing, due to the red of the sunlight; they were unused to it. But it was still a pleasant place. Still she remained silent, and he marveled at it. Most humans, male or female, were babbling anything by now just to break the silence. Yes, she was strong.

"Your people were given extra rations today, and a clothing allowance, as we agreed," he said conversationally as he sat down on a bench. "And the guards were instructed to be a bit less, shall we say, forceful?" He waited for a reaction.

Ellie nodded, but she didn't sit. "And did you tell them that withholding food in order for the humans to beg wasn't on, either?" She didn't know what had possessed her to say it, but it was true. There had been occasions where the guards demanded favors in return for the food, as well, but she couldn't bring herself to speak that, not yet. Not even with him being so diffident, treating her almost as an equal. He wasn't speaking down to her, not in the slightest, he was only imparting information.

Zod kept his reaction to himself, but he was beginning to understand what drove her. It seemed his guards were taking more upon themselves than had been ordered. Degradation had not been his intent; only conquest. The conquered need not be crushed under his heel unless they demanded it; and it seemed his people were forcing them onto the path of rebellion. It would have to be investigated thoroughly; he wasn't quite ready to accept her word on faith, not yet. She still had to prove herself. _"If _your words are true, it will be addressed," he said finally. "Tell me about your time in the camp." It wasn't a request, though it was delivered pleasantly enough. He wanted to hear her tale, to interpret it himself. He wanted to see if he could catch her in a lie.

Ellie made no move to sit, nor to get any closer to him, though her face spoke of the struggle she was waging for control. She was again terrified. If she said the wrong thing, he would kill her; and yet, he was asking for information and she'd given her word to cooperate. What to do? The only thing she _could_ do, apparently, and that was to talk.

She told him everything. From the extortion the guards used when one of the humans had something to trade to the blatant use of violence when someone didn't move fast enough or act subservient enough. She'd seen one man, his back burned to a crisp from the woman's heat vision, trying desperately to get up and back into line and been killed because he couldn't. Useless, the guards had said, though they'd made him so. She told him of the way the guards used the children as leverage against the inmates of the camp and almost stopped when his face hardened , until she realized it wasn't directed at her.

She even told him of how her sister had been killed for refusing to part with their mother's pendant. It had been the last link to their before life, and Melissa had refused to give it up. The guard, in all her icy rage, had simply reached in and pulled out her heart. She'd done the deed in plain view of children, and left the corpse to rot where it lay with no further word spoken. And she had left with the necklace.

It left her shaking to relive that episode. She had been frozen with fear, waiting for the woman to turn and demand something of her, when she had nothing to give. She had spent many nights in the camp after that waiting for the blow to fall, to be murdered simply for the fact that she was human.

Zod merely regarded her silently while he debated the truth of her words. She showed none of the outward signs of falsehood, and she was obviously distressed. Her eyes were clear, if troubled. Finally he nodded and signaled one of his guards. "We're visiting the Kent farm," he commanded evenly. "Teral, you are to guard Ellie. If she comes to any harm, you are solely responsible." He watched Ellie again for a moment, as though considering her appearance. Finally he spoke again. "I want to see these conditions you've described. If what you say is true, then measures will be taken to right those wrongs." He stepped closer to her, his gaze never leaving hers, and took her chin in his fingers. He exerted no pressure, but his meaning was plain. "If I find you've lied, then our agreement is done. I will kill you myself."

Ellie tried to nod but his grip was iron. Finally he seemed to accept her silence as consent and turned her loose. She fell in step behind him and remained silent, but her mind was chasing itself in circles. He hadn't hurt her, not even this last time when he'd held her face so tightly. He had tempered that super strength in deference to her relative weakness and she was grateful. On the other hand, he was deadly serious. He wouldn't hesitate to kill her if she was wrong. Good thing she wasn't lying.

It only took a few minutes to get to the camp, but Ellie wished they hadn't taken the aerial route. She was clinging to Teral in sheer terror by the time they landed and it took a major effort of will to force her arms to let him go. Then she took a deep breath, squared her shoulders, and stepped next to Zod, her face impassive. She would say nothing; but she wasn't about to get more than a pace or two away from him, either. Some of the inmates were glaring at her like they'd kill her, given half a chance. And they probably would, since it was her information that had sent the raiders down on the place. Some of them had to know.

Zod's face was thunderous. There hadn't been enough time for the guards to completely hide their tracks; the place looked like the worst sort of refugee internment camp. A concentration camp. The humans, while still mostly mobile, were filthy and unkempt, and their faces held a wary resignation. There was little food in evidence and all of them had been crowded into the barn. Far too small a place even for their limited numbers.

Finally he drew breath and spoke, knowing his orders would be carried out even though his people were behind him. "The guards of this camp are to be brought before me for judgment. Those humans injured are to be treated and the food rations are to be increased. Clothing will be brought and there will be proper facilities provided for food preparation. In exchange for these considerations, there will be no further acts of rebellion." His voice was hard and he would brook no arguments here. "Rebels will be dealt with immediately and permanently. This is my law. Bassara, assign new guards to this camp and make certain they know that I will tolerate no further abuse of these humans. Ellie."

She tried to quiet the shake in her legs, sure he'd hear it, and stepped closer. She said nothing; he hadn't asked a question.

Zod took her hand and drew her with him out of the barn, his face unreadable. Teral followed, keeping a discreet distance, but obviously remembering his orders to protect her at all costs. "Wait here," he said simply as he went to speak with Bassara once more. Then he returned and said nothing more, simply picked her up and returned to his garden.

Ellie remained still where he set her down, not daring to look at his face. He could have done this without her and told her about it later. It was obvious he wanted no misunderstandings. He knew she wasn't lying and he wanted _her_ to know he'd honored his word. It meant a _lot _that he had showed her rather than asking her to trust him on blind faith.

She forced her gaze back to his face when he turned back to her and held her breath. There was something in those eyes that drew her, gave her hope that maybe, just maybe, she would be all right.

"They should be singing your praises," he said simply. "You risked your very life to secure proper treatment for them. That is courage beyond measure. And yet they regard you with hatred." He hadn't missed the glares turned her way. She would be far safer with him, indeed, and she had already served him well. He paused and then spoke again as his hand gently touched her cheek. She had the heart of a Kandorian, and he would reward that handsomely. "The guards will be informed that you are a trusted member of my household and as such you may roam as you wish." One final test, this was, and he thought she would pass it but couldn't be completely certain yet. He gave her skin a final caress and stepped back. "If you require anything, ask and it will be brought to my attention."

Ellie watched as he walked back into the house, still feeling the touch of his fingers on her face. She had earned his trust. It meant a lot to her that he would reward her so handsomely; but was it a reward or a trap? She couldn't be sure. She'd have to wait and see.


End file.
